Industrial Specialty Chemicals, Inc. v. Cummins Engine Co.

902 F. Supp. 805, 1995 U.S. Dist. LEXIS 9243, 1995 WL 399472
CourtDistrict Court, N.D. Illinois
DecidedJune 29, 1995
Docket94 C 5378
StatusPublished
Cited by31 cases

This text of 902 F. Supp. 805 (Industrial Specialty Chemicals, Inc. v. Cummins Engine Co.) is published on Counsel Stack Legal Research, covering District Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Industrial Specialty Chemicals, Inc. v. Cummins Engine Co., 902 F. Supp. 805, 1995 U.S. Dist. LEXIS 9243, 1995 WL 399472 (N.D. Ill. 1995).

Opinion

MEMORANDUM OPINION AND ORDER

ASPEN, Chief Judge:

Plaintiff Industrial Specialty Chemicals, Inc. (“ISC”) brings this six-count complaint against defendants Cummins Engine Company, Fleetguard Inc., Doug Hudgens and Jerry Joyner. Defendants have moved to strike the complaint for failure to comply with the requirements of Fed.R.Civ.P. 8. In addition, defendants have also moved to dismiss Counts I, II, IV, V and VI, arguing that plaintiff has failed to state claims in these counts upon which relief can be granted. For the reasons set forth below, defendants’ motions are granted in part and denied in part.

I. Background

ISC, an Illinois corporation, manufactures and distributes chemicals that are specially produced for large industrial concerns. ISC *808 hoped to gain as two of its customers Cum-mins, a producer of diesel engines, and Fleet-guard, a subsidiary of Cummins that distributed chemicals and maintenance products for diesel engines. Beginning in 1985, 1 plaintiff began discussing with Doug Hudgens of Fleetguard about the possibility of improving certain chemicals Fleetguard was currently using, as well as inventing new chemical solutions. In particular, plaintiff alleges that Fleetguard asked it to develop various chemicals for use in Cummins diesel engines. At Hudgens’s request, ISC sent several brochures and letters outlining ISC’s products and services, as well as test samples of its products, to Cummins and Fleetguard. In addition, the parties spoke several times in person and over the phone about Fleet-guard’s needs, ISC’s progress on developing certain chemicals, and the test results obtained from various samples. ISC alleges that before the parties began exchanging privileged and confidential information, they executed confidentiality agreements covering all the materials sent by ISC to Fleetguard and Cummins. Complaint ¶¶ 6(AA), 6(MMM).

ISC claims that by 1987 it had expended thousands of hours in developing chemical products and adapting them to Fleetguard’s specifications. In response to ISC’s request for some consideration, Hudgens allegedly responded that if ISC successfully developed a new acid cleanser that met Fleetguard’s and Cummins’s performance criteria, both companies would aggressively market the product and purchase as much as they needed from ISC for an indefinite period of time. In addition, Hudgens allegedly promised that ISC would be “a major second source supplier” of several other chemicals for both Fleet-guard and Cummins if its efforts on the acid cleanser were successful. Complaint ¶ 6(0). These promises are alleged to have been reiterated by Hudgens and other members of Fleetguard at various times between 1987-90, including a representation by Hudgens that Fleetguard would purchase at least $200,000 of supplies from ISC annually beginning in 1990. Complaint ¶¶ 6(U), 6(DD), 6(FF), 6(NN), 6(SS), 6(DDDD). ISC contends that in reliance on these promises, it continued expending substantial time and effort on developing the desired acid cleaner and various other chemical products sought by Fleetguard and Cummins. In addition, when development of the acid cleanser was complete, ISC developed packaging and brochure materials for the marketing and distribution of the chemical by Cummins and Fleetguard. ISC’s efforts began to bear fruit in August 1990, when Fleetguard ordered 2400 gallons of a chemical solution ISC had developed specifically for its use. Complaint ¶ 6(UUU).

Notwithstanding its efforts on behalf of Cummins and Fleetguard, plaintiff alleges that beginning in June 1991 defendants began a concerted effort to terminate their relationship with ISC and renege on their prior commitments. ISC alleges that during telephone conversations in July and August 1991, Hudgens expressed dissatisfaction with plaintiffs services, stated that he and others at Fleetguard had reservations about the company’s abilities, and questioned the ethics and competence of ISC’s principals. Although a Fleetguard representative called ISC on December 6, 1991 and requested technical information on ISC’s products (purportedly in order to place another order), no furthers orders were placed by either Fleet-guard or Cummins, and no further contact with ISC was initiated.

On September 1, 1994, ISC filed this sixty page complaint against the several defendants, alleging breach of contract, breach of the implied covenant of good faith and fair dealing, breach of the confidentiality agreements, violations of the Illinois Consumer Fraud and Deceptive Practices Act and the Illinois Deceptive Trade Practices Act, and common law fraud and equitable estoppel.

*809 II. Motion to Dismiss Under Rule 12(b)(6)

Defendants have moved to dismiss five of the six counts. A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) should not be granted “unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claims which would entitle him to relief.” Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 101-102, 2 L.Ed.2d 80 (1957); Chaney v. Suburban Bus Division of the Regional Transp. Auth., 52 F.3d 623, 627 (7th Cir.1995). At this stage in the litigation we take as true all factual allegations made in the complaint, and construe all reasonable inferences therefrom in plaintiffs favor. Murphy v. Walker, 51 F.3d 714, 717 (7th Cir.1995).

A. Count I (Breach of Contract)

Defendants first contend that Count I is deficient because the alleged contract between ISC, Fleetguard and Cummins is too indefinite to be enforceable, and it fails to set forth such key elements as price, quantity and duration. Plaintiff responds that defendants made specific oral representations of an intention to purchase their products, and any missing terms can be supplied through the course of dealings between the parties and the voluminous documents attached to the complaint as exhibits.

Under Illinois law, 2 the intention of the parties determines whether a contract has been formed. Bradley Real Estate v. Dolan Assocs., Ltd., 266 Ill.App.3d 709, 203 Ill.Dec. 582, 584, 640 N.E.2d 9, 11 (1994); Bercoon, Weiner, Glick & Brook v. Manufacturers Hanover Trust Co., 818 F.Supp. 1152, 1155 (N.D.Ill.1993). “Although the intent of the parties to an oral contract is generally a question of fact, it may become a question of law if the facts are undisputed and there can be no difference in the judgment of reasonable men as to the inferences to be drawn from them.” David Copperfield’s Disappearing, Inc. v. Haddon Advertising Agency, Inc., 897 F.2d 288, 292 (7th Cir.1990) (quotations and citation omitted).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Russo v. Walgreen Co.
N.D. Illinois, 2018
ATC Healthcare Services, Inc. v. RCM Technologies, Inc.
192 F. Supp. 3d 943 (N.D. Illinois, 2016)
Riley J. Wilson v. Career Education Corporation
729 F.3d 665 (Seventh Circuit, 2013)
United States v. Slurry Systems, Inc.
872 F. Supp. 2d 710 (N.D. Illinois, 2012)
In Re Webkinz Antitrust Litigation
695 F. Supp. 2d 987 (N.D. California, 2010)
Labella Winnetka, Inc. v. General Casualty Insurance
259 F.R.D. 143 (N.D. Illinois, 2009)
ABN AMRO, Inc. v. Capital International Ltd.
595 F. Supp. 2d 805 (N.D. Illinois, 2008)
Masda Corp. v. Empire Comfort Systems, Inc.
69 F. App'x 85 (Third Circuit, 2003)
Hirtzer v. Avery Dennison Corp.
265 F. Supp. 2d 936 (N.D. Illinois, 2003)
Menasha Corp. v. News America Marketing In-Store, Inc.
238 F. Supp. 2d 1024 (N.D. Illinois, 2003)
X-It Products, LLC v. Walter Kidde Portable Equipment, Inc.
227 F. Supp. 2d 494 (E.D. Virginia, 2002)
Kinesoft Development Corp. v. Softbank Holdings Inc.
139 F. Supp. 2d 869 (N.D. Illinois, 2001)
Permenter v. Crown Cork & Seal Co., Inc.
38 F. Supp. 2d 372 (E.D. Pennsylvania, 1999)
Echo, Inc. v. Whitson Co.
121 F.3d 1099 (Seventh Circuit, 1997)
Allmand Associates, Inc. v. Hercules Inc.
960 F. Supp. 1216 (E.D. Michigan, 1997)
Cobb-Alvarez v. Union Pacific Corp.
962 F. Supp. 1049 (N.D. Illinois, 1997)

Cite This Page — Counsel Stack

Bluebook (online)
902 F. Supp. 805, 1995 U.S. Dist. LEXIS 9243, 1995 WL 399472, Counsel Stack Legal Research, https://law.counselstack.com/opinion/industrial-specialty-chemicals-inc-v-cummins-engine-co-ilnd-1995.